statement of accounts - bombay stock exchange · 2011. 8. 29. · united credit limited 2 contents...

UNITED CREDIT LIMITEDUNITED CREDIT LIMITEDUNITED CREDIT LIMITEDUNITED CREDIT LIMITEDUNITED CREDIT LIMITED

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40thANNUAL REPORT

Statement of Accounts2010 - 2011

UNITED CREDIT LIMITED


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CONTENTS

Page

Board of Directors 3

Notice 4-7

Directors’ Report 8-21

Auditors’ Report and Annexure 22-25

Balance Sheet 26

Profit & Loss Account 27

Cash Flow Statement 28-29

Schedules to Accounts 30-45


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BOARD OF DIRECTORS Mr. Dipankar Chatterji, ChairmanMr. A. K. Dabriwala, Managing DirectorMr. N. MishraMr. R. M. ChoubeyMr. Devashish Dabriwal

VICE PRESIDENT AND COMPANY Mr. Arunabha BiswasSECRETARY

SOLICITORS AND ADVOCATES Khaitan & Co.Victor Moses & Co.

AUDITORS M/s. Ray & Ray

BANKERS United Bank of IndiaHDFC Bank Limited

REGISTRARS & SHARE C B Management Services (P) LimitedTRANSFER AGENT P-22, Bondel Road,

Kolkata–700 019Phone : (033) 2280-6692/93/94/2486

4011-6700/6711/6718/6723Fax : (033) 2287-0263E-mail : [email protected] : www.cbmsl.com

AUDIT COMMITTEE Mr. Dipankar ChatterjiMr. R. M. ChoubeyMr. N. Mishra

REMUNERATION COMMITTEE Mr. Dipankar ChatterjiMr. R. M. ChoubeyMr. N. Mishra

INVESTORS’ GRIEVANCE Mr. R. M. ChoubeyCOMMITTEE Mr. A. K. Dabriwala

Mr. Devashish Dabriwal

REGISTERED OFFICE27B Camac Street (8th Floor), Kolkata–700 016

Phone:(033) 2287-9359/9360, Fax: (033) 2287-2047E-mail : [email protected]

Website : www.unitedcreditltd.com


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NOTICE TO SHAREHOLDERS

Notice is hereby given that the Fortieth Annual General Meeting of the Members of UNITED

CREDIT LIMITED will be held at the ‘Shripati Singhania Hall’, Rotary Sadan, 94/2, Chowringhee

Road, Kolkata – 700 020 on Tuesday, the 26th July, 2011 at 10.00 A.M.

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2011 and the Profit and

Loss Account for the year ended on that date and the Reports of the Board of Directors and

Auditors thereon.

2. To declare dividend on 12.5% redeemable preference shares for the financial year ended

31st March, 2011.

3. To declare dividend on equity shares for the financial year ended 31st March, 2011.

4. To elect a Director in place of Mr. R. M. Choubey, who retires by rotation, and being eligible,

offers himself for reappointment.

5. To appoint Auditors and to fix their remuneration. The retiring Auditors, M/s. Ray & Ray,

Chartered Accountants, Kolkata are eligible for reappointment.

27B, Camac StreetKolkata – 700 016The 20th May, 2011

By Order of the Board of DirectorsArunabha Biswas

Vice President & Company Secretary


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NOTES

I) A member entitled to attend and vote at this Annual General Meeting may appoint aproxy, who need not be a member of the Company, to attend and vote on a poll on hisbehalf. Proxies in order to be effective, must be received at the Registered Office of theCompany not less than 48 hours before the Meeting.

II) Members are requested to notify immediately any change in their address to the Company.

III) Corporate Members, in case they intend to send their representative to attend the Meeting,are requested to send a certified copy of the Board Resolution authorizing theirrepresentative to attend and vote on their behalf at the Meeting.

IV) The Register of Members and Transfer Books of the Company will remain closed from16th July, 2011 to 26th July, 2011 (both days inclusive).

The dividend as recommended by the Board, if approved at the meeting by the members,will be paid on or after 2nd August, 2011 to those persons whose names stand registeredin the Company’s Register of Members or their mandates :

(a) as Beneficial Owners as at the end of business hour on 15th July, 2011 as pernames and addresses to be furnished by National Securities Depository Limitedand Central Depository Services (India) Limited in respect of the shares held inelectronic form and

(b) as Members of the Company after giving effect to valid share transfers in physicalform lodged with the Company on or before 15th July, 2011.

V) Members are requested to bring the attendance slip with them duly filled in and handover the same at the entrance of the meeting hall.

VI) In view of the increase in cost of printing, members are requested to bring their copy ofthe Annual Report with them at the Meeting.

VII) Should the members wish to have any information in respect of the accounts of theCompany, queries in writing may be sent to the Company at the Registered Office so asto reach the Registered Office of the Company at least 7 days before the date of theMeeting so that the required information can be made available at the Meeting. It will behelpful, if Registered Folio Number/ DP ID – Client ID Number is quoted in all thecorrespondence with the Company.

VIII) Pursuant to the provisions of Sections 109A and 109B of the Companies Act, 1956,members are informed that every holder of shares at any time may nominate, in theprescribed manner, a person to whom his shares in the Company shall vest in the eventof his death.

IX) Pursuant to Section 205A(5) of the Companies Act, 1956 as amended by the Companies(Amendment) Act, 1999 w.e.f. 31.10.98, any money transferred to the unpaid dividendaccount of the Company in pursuance of Section 205A(1), which remains unpaid orunclaimed for a period of seven years from the date of such transfer shall be transferredby the Company to the Investor Education and Protection Fund established under Section205C(1) of the Companies Act, 1956 and no claim shall lie against the Fund or the


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Company in respect of the individual amounts which remain unclaimed and unpaid for aperiod of seven years from the dates that they first became due for payment.

The members who have not received / encashed dividend warrants for the financialyears 2003-04, 2004-05, 2005-06, 2006-07 and 2007-08 (equity shares only) and2008-09 (preference shares only) and 2009-10 (both equity and preference shares)may write to the Company for payment immediately.

X) Members are informed that the scrips of the Company have been activated both inCDSL and NSDL and may be dematerialised under the ISINs INE858C01027 for EquityShares and INE858C04013 for Preference Shares.

XI) The members are requested to inform their PAN allotted by the Income Tax authoritiesimmediately. Pursuant to Circular No.MRD/DOP/Cir-05/2007 dated 20.05.2009 of SEBIit shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/Registrars and Share Transfer Agent for registration of transfer of shares.

XII) Shareholders are requested to notify the Registrars and Share Transfer Agent, C.B.Management Services (P) Ltd latest by 9th July, 2011 NECS instruction / their bank accountnumber, the name of the bank and branch with whom such account is held to enablethem to print the said details in the Dividend Warrant after the name of the payee, ifdividend is declared.

National Electronic Clearing Services (NECS) facility provided by Reserve Bank of Indiamay be obtained by the shareholders. Under this option, Investor’s Bank account isdirectly credited and an advice thereof is issued by the Company after the transaction, ifeffected.

For availing this facility, the following steps are to be initiated by the shareholders:

i) Shareholders who are holding shares in physical form, should send their NECSMandate Form duly filled in to C B Management Services (P) Ltd, the Registrarsand Share Transfer Agent of the Company. NECS Mandate Form is enclosed.

ii) Shareholders who are holding shares in demat mode, NECS mandate has to besent to their Depository Participant (DP) directly in the Format prescribed by the DP.

XIII) Members holding shares in electronic form may please note that their bank accountdetails as furnished by the respective Depositories to the Company will be printed ontheir dividend warrants as per the applicable regulations of the Depositories or may bepaid through NECS where such facility is available and the Company will not entertainany direct request from such members for deletion of / change in such bank accountdetails. Members may, therefore, give instructions regarding bank accounts in whichthey wish to receive dividend, directly to their Depository Participants.

XIV) The shareholders who have not yet surrendered their share certificates of erstwhileUnited Credit Financial Services Limited are requested to contact the Registrarsand Share Transfer Agent of the Company, C B Management Services (P) Limitedfor necessary action immediately.


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XV) Pursuant to the Circulars No.17/2011 and No. 18/2011 dated 21st April, 2011 and

29th April, 2011 respectively issued by the Ministry of Corporate Affairs,

shareholders are requested to register their e-mail address with the Company/Registrars & Share Transfer Agent of the Company, C. B. Management Services

(P) Limited and/or with the concerned depository participant where applicable

and changes therein from time to time, to enable the Company to serve notice/documents through e-mail, in compliance with Section 53 of the Companies Act,

1956. Shareholders holding shares in physical mode are requested to visit the

following web page to register their email IDs and exercise their option accordingly.

www.cbmsl.com/green.php

Shareholders holding shares in demat mode and intend to receive the Annual

Report in physical form may likewise visit the abovementioned web page toexercise their option.

XVI) Pursuant to Article 78(c) of the Articles of Association of the Company, Mr. R. M. Choubey,

Director, retires by rotation at the ensuing Annual General Meeting and being eligible

offers himself for re-appointment. Brief resume of Mr. Choubey, nature of his expertise

in specific functional areas, names of Companies in which he holds directorships /

memberships / chairmanships of the Board and Committee of the Board, shareholding

and relationships between directors inter-se as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges in India are provided in the Report on Corporate

Governance forming part of the Annual Report. The Board of Directors recommends

re-appointment of Mr. R. M. Choubey.


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DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors are happy to present the 40th Annual Report with the Audited Statement of Accounts for

the year ended March 31, 2011.

FINANCIAL RESULTS

( in Lacs)

2010-2011 2009-2010

Gross Income 246.36 343.39

PBDIT 134.17 215.40

Interest (0.46) (0.93)

Depreciation (5.73) (8.42)

PBT 127.98 206.05

Provision for Taxation (Net) (24.78) (17.34)

Deferred Tax (2.37) (26.21)

PAT 100.83 162.50

Appropriations

Surplus b/f from previous year 178.24 174.55

Profit available for appropriation 279.07 337.05

Proposed Dividend 53.15 74.02

Tax on Dividend 8.62 12.29

General Reserve 15.00 40.00

Transfer to Reserve Fund as per RBI norms 20.17 32.50

Surplus carried to Balance Sheet 182.13 178.24

DIVIDEND

The Board is pleased to recommend a dividend of 1.25 per preference share of 10/- each and 0.75per equity share of 10/- each.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at 17,72,50,656,/- (as on 31.3.2010 at 17,33,44,864/-)after the appropriations mentioned above.

PERFORMANCE

Total income generated by the Company during the financial year was 246.36 Lacs, as compared to 343.39 Lacs in the previous year. The Company has however been able to earn profit after tax of 100.83 Lacs for the year under review as against 162.50 Lacs during the previous year.

FUTURE OUTLOOK

During the year under review, the Company has been able to generate sizeable income on account ofinterest on loan, which is supplemented by rental income. The management feels that in view of recentchange in credit policy of the Reserve Bank of India whereby NBFCs have lost their priority tag, it will beprudent for the Company to put emphasis on increasing income from rent and interest on loan to ensureregular flow of fund at fixed interval and to maximise profit.


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LISTING WITH THE STOCK EXCHANGES

The Company’s Equity Shares are listed with The Calcutta Stock Exchange Limited and Bombay Stock

Exchange Limited.

DEPOSITSThe Company does not have any matured unclaimed deposit as on 31.03.2011.

DIRECTORSMr. R. M. Choubey retires by rotation in the forthcoming Annual General Meeting and being eligible,

offers himself for re-election.

Mr. N. Himatsingka resigned from the Board with effect from 30th March, 2011 owing to his old age.

During his long association, the Company has been immensely benefited by his able guidance and active

participation in the decision making process.

AUDITORS & AUDITORS’ REPORTM/S. Ray & Ray, Chartered Accountants, Kolkata, hold office upto the conclusion of the ensuing Annual

General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Ray &

Ray to the effect that their reappointment, if made, would be within the limit prescribed under Section

224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTIONThe Company being engaged in hire purchase, leasing and other non-banking financial activities of

varied nature, the question of conservation of energy and technology absorption does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGOThere has been no foreign exchange earnings in any manner during the year under review. However, the

total outgo of foreign exchange during the year under review was 2,35,913/-

TRANSFER OF UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTIONFUNDPursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which

remain unpaid or unclaimed for a period of 7 years have been duly transferred by the Company to the

Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section

205C(1) of the said Act.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate

Governance and a separate section has been included in this report. The report on Corporate Governance

and the declaration by the Managing Director in respect of Code of Conduct for all Board Members and

Senior Management personnel and the certificate issued by M/s. Ray & Ray, Statutory Auditors of the

Company in confirmation of the compliance as per requirement of Clause 49 of the Listing Agreement

with the stock exchanges have been set out separately in Annexure – I.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report has been appended to this report in terms of the Listing

Agreement and marked Annexure – II.


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SUBSIDIARY COMPANIES

The Company has no subsidiary as on the date of this report.

PARTICULARS OF EMPLOYEESThe Company has no employee in respect of whom information under Section 217(2A) of the Companies

Act, 1956 is required to be annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THECOMPANIES ACT, 1956

The Directors hereby confirm that –

i) in the preparation of the annual accounts, the applicable accounting standards had been followed

and there are no material departures from the same;

ii) they have selected such accounting policies and applied them consistently and made judgements

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs

of the Company as at March 31, 2011 and of the profit or loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and

sincere co-operation the Company has received from the Statutory Authorities, Stakeholders, Customers

and Bankers.

Your Directors also wish to thank all the employees for their dedicated and committed service to the

Company.

Kolkata-700 016The 20th May, 2011

For and on behalf of the BoardDipankar Chatterji

Chairman


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CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance.A due Compliance Report on specific areas wherever applicable, for the year ended 31st March, 2011 is given dividedinto several paragraphs.

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

United Credit Ltd., a Non-deposit taking Non-Banking Financial Institution, believes in fairness, transparency,accountability and commitment to its stakeholders and the society at large. The Company is committed to the meetingof expectation of all its stakeholders.

I. BOARD OF DIRECTORS

(A) COMPOSITION OF BOARD

The Company has a broad-based Board and meets the ‘Composition’ criteria. As on 31st March, 2011,the Board comprised of five Directors, out of which four are non-executive Directors, three of whom areindependent Directors. The non-executive Directors are eminent professionals drawn from amongst personswith experience in business, finance, law and public enterprises. The composition of the Board during theyear ended 31st March, 2011 is as under :-

Sl. Name of the Category of No. of Board No.of Board LastNo. Directors Director Meetings Meetings AGM

held attended attended

(1) (2) (3) (4) (5) (6)

1. Mr. Dipankar Chatterji Non-executive 5 5 YesChairman Independent Director

2. Mr. A. K. Dabriwala Director in Executive 5 5 YesManaging Director capacity & Promoter

3. Mr. N. Himatsingka * Non-executive 5 5 YesIndependent Director

4. Mr. R. M. Choubey Non-executive 5 5 YesIndependent Director

5. Mr. N. Mishra Non-executive 5 4 YesIndependent Director

6. Mr. Devashish Dabriwal Non-executive 5 5 YesPromoter Director

Five Board Meetings were held during the year and the dates were 08.04.10, 28.05.10, 26.07.10, 12.11.10and 29.01.11.

Mr. Devashish Dabriwal and Mr. A. K. Dabriwala are related to each other.

* Mr. N. Himatsingka, a Director of the Company and Member of the Remuneration Committee, has resignedfrom the Board of Directors w.e.f. 30.03.2011.

(B) NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

The Non-Executive Directors are not paid any remuneration apart from sitting fees of 2,500/- for attendingeach meeting of the Board of Directors and 1,500/- for attending meetings of the Committees thereof.

ANNEXURE - 1


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Sl. Name of the Directors No. of other No. of Chairmanship of No. of Board Committee of No. of Board Committee ofNo. Directorship the Board excluding UCL which he is a member which he is a Chairman

excluding UCL including UCL including UCL

1. Mr. Dipankar Chatterji 8 1 8 4

Chairman

2. Mr. A. K. Dabriwala 3 1 1 Nil

Managing Director

3. Mr. N.Himatsingka * Nil Nil Nil Nil

4. Mr. R. M. Choubey 3 Nil 2 1

5. Mr. N. Mishra 3 Nil 3 Nil

6. Mr. Devashish Dabriwal 2 Nil 2 Nil

* In view of resignation submitted by Mr. N. Himatsingka, he has ceased to be a member of the Boardof Directors and its Committee with effect from 30.03.2011.

BOARD MEETINGS AND ATTENDANCE

The Corporate Governance policy requires the Board to meet at least 4 times a year with a maximum gapof 4 months between any two meetings. The details of Board Meetings held during the year are asunder :

Sl. Date of Board Board’s Strength No. of Directors No. Meeting present

1. 08.04.10 6 5

2. 28.05.10 6 6

3. 26.07.10 6 6

4. 12.11.10 6 6

5. 29.01.11 6 6

CORPORATE GOVERNANCE REPORT (contd.)

BOARD’S PROCESSES

It has always been the Company’s policy and practice that apart from matters requiring the Board’sapproval by statute, all major decisions of the Company as a whole are regularly placed before the Board.This is in addition to information with regard to actual operations, major litigation, feed back reports andminutes of Committee Meetings.

(D) CODE OF CONDUCT

(i) The Board has already prepared a code of conduct for all Board Members and Senior Managementof the Company.

(ii) The Code of Conduct has been posted on the website of the Company.

(iii) All Board members and Senior Management personnel have affirmed compliance with the code.

(C) OTHER PROVISIONS AS TO BOARD AND COMMITTEES

DETAILS OF OTHER DIRECTORSHIPS ETC.

The details of Directorships in other companies (excluding Private Limited Companies and Companiesunder Section 25 of the Companies Act, 1956), Chairmanship and the Committee Membership (AuditCommittee and Grievance Committee) held by the Directors are given below:


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DirectorsNo. of

Meetings heldNo. of

Meetings attended Date of Meeting

Mr. Dipankar Chatterji 4 4 28.05.10

Mr. N. Mishra 4 4 26.07.10

Mr. R. M. Choubey 4 4 12.11.10

29.01.11


(iii) Powers and Role of Audit Committee

The Audit Committee enjoys the powers as mentioned in Clause 49 of the Listing Agreement andplays the role as mentioned therein.

(B) REMUNERATION COMMITTEE

The Company has a Remuneration Committee constituted by the Board comprising of three Non-ExecutiveIndependent Directors under the Chairmanship of Mr. Dipankar Chatterji with Mr. N. Mishra and Mr. R.M.Choubey as the other Members of the Committee. During the year one meeting was held on 28.05.2010.

Mr. N. Himatsingka was the Chairman of the Committee and upon resignation submitted by him on 30th

March, 2011, Mr. Dipankar Chatterji has been inducted in the Committee as per decision taken in theBoard Meeting held on 19th April, 2011.

Terms of reference : The Remuneration Committee has been constituted to recommend/reviewremuneration of the Managing Director.

Remuneration Policy : Remuneration Policy of the Company is performance based. The componentsof the total remuneration vary according to designation and grade.

(C) INVESTORS’ GRIEVANCE COMMITTEE

The Board has constituted an Investors’ Grievance Committee under the Chairmanship of Mr. R.M. Choubeywith Mr. A. K. Dabriwala and Mr. Devashish Dabriwal as other members of the Committee. During the yearone meeting was held on 29.01.2011, which was attended by all three members. The details of grievancesreceived during the year and settled are given hereunder :

Number of grievances received during the year : 13Number of grievances not resolved : NilAs on 31st March, 2011 there is no complaint pending.

II. COMMITTEES OF THE BOARDThe Board of Directors has constituted three Committees, namely the Audit Committee, Investors’ GrievanceCommittee and the Remuneration Committee apart from Transfer Committee.

(A) AUDIT COMMITTEE

(i) Qualified and Independent Audit Committee

The Company has an Audit Committee of the Board comprising of three Non-Executive IndependentDirectors, namely Mr. Dipankar Chatterji, Mr. N. Mishra and Mr. R. M. Choubey. Mr. Chatterji hasbeen acting as the Chairman of the Audit Committee.

The Committee has powers similar to those stated in the listing agreement and exercises all thefunctions as per the terms of reference in line with the requirements of the Code of CorporateGovernance.

The Committee has specifically focused on the requirement under Clause 49 of the Listing Agreementand also Section 292A of the Companies Act, 1956.

(ii) Meeting of Audit CommitteeThe details of Audit Committee Meeting held during the year 2010-2011 are as under :

Audit Committee Meetings


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Sl. No. Name of the Directors Salary Perquisites Performance Sitting T o t a l and other Bonus/ Feebenefits Commission

( ) ( ) ( ) ( ) ( )

1. Mr. Dipankar Chatterji – – NIL 18,500.00 18,500.00

2. Mr. A. K. Dabriwala 7,32,500.00 2,40,034.00 NIL NIL 9,72,534.00

3. Mr. N. Himatsingka – – NIL 14,000.00 14,000.00

4. Mr. R. M. Choubey – – NIL 39,500.00 39,500.00

5. Mr. N. Mishra – – NIL 17,500.00 17,500.00

6. Mr. Devashish Dabriwal – – NIL 32,000.00 32,000.00

(D) SHARE TRANSFER COMMITTEE

The Company has a Committee entitled as “Share Transfer Committee” to look into various matters pertainingto Share Transfers, Transmission, Transposition and related matters. The Committee presently comprisesof Mr. A. K. Dabriwala, Mr. R. M. Choubey and Mr. Devashish Dabriwal.

During the year 2010-2011, 12 meetings of the Share Transfer Committee were held.

Company Secretary is the Compliance Officer of the Company and acts as the Secretary to all theCommittees unless otherwise determined by the Board in exceptional situation.

III. SUBSIDIARY COMPANIES

As on 31st March, 2011 the Company has no subsidiary

IV. DISCLOSURES

(A) Related Party Transactions

Disclosures of Directors’ interests are made to the Board as per law. The details of the related partytransactions are given in Note 13 of Schedule 16 of the Accounts.

There is no pecuniary relationship or transaction with the non-executive independent Directors.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED ON THECOMPANY BY THE STATUTORY AUTHORITIES

There has been no non-compliance, penalties/strictures imposed on the Company by the Stock Exchange(s)or SEBI or any other statutory authority, on any matter relating to capital markets, during the last threeyears.

(B) Disclosure of Accounting Treatment

In the preparation of financial statement, the Company has followed the text of the Accounting Standardsas notified by the Ministry of Corporate Affairs, Government of India.

(C) Risk Management

The Company has laid down the procedure for risk assessment and minimization thereof. The Boardreviews the procedure once every six months.

(D) Proceeds from Public Issues, Rights Issues etc.

The Company has not raised money through public issue, right issue etc. during the year under review.

(E) Remuneration of Directors

DETAILS OF REMUNERATION PAID TO THE DIRECTORS DURING THE FINANCIAL YEAR ENDED31ST MARCH, 2011



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Service Contract : Mr. A. K. Dabriwala, Managing Director has been re-appointed for five years with effect from1st November, 2010 in the Annual General Meeting held on 26th July, 2010.

(F) MANAGEMENT

Report on management discussion and analysis is given in Annexure II to the Directors’ Report.

(G) SHAREHOLDERS

(i) Appointment of Directors : Details of Mr. R. M. Choubey being re-appointed at the ensuing AnnualGeneral Meeting are given hereunder :

Brief resume of Mr. R. M. Choubey who is being re-appointed at the ensuing Annual General Meeting,nature of his expertise in specific functional areas and names of companies in which he holds directorshipand membership / chairmanship of the Board committee other than UCL are provided below:

Mr. R. M. Choubey

Mr. R. M. Choubey aged about 69 years is a B.Sc (Engineering) of Ranchi University. He is also anAssociate Member of the Institute of Internal Auditors. He has a very wide background of working in thebanking industry and presently he is in the Board of the following Companies, besides United CreditLimited.


Name of the Company Director/ Chairman of the Member of theChairman Board Committee Committee

Poddar Projects Ltd. Director — —

B. P. Poddar Hospital &Medical Research Ltd. Director — —

Heritage Televenture &Media Private Ltd. Director — —

United Credit & DevelopmentCo. Ltd. Director — —

Mr. Choubey is also a member of the Audit, Remuneration and Investors’ Grievance Committee of the Company andhe is not holding any shares in the Company.

(ii) Means of Communication

a) Quarterly Report : The Quarterly Results are being sent to the StockExchanges and also published in the newspapers.The Quarterly results are also given in theCompany’s website.

b) Quarterly results are normally : The Financial Express in English and Kalantar orpublished in Dainik Lipi or Arthik Lipi in Bengali.

c) Any website where results or official : Quarterly Financial Results are being put onnews are displayed company’s website : www.unitedcreditltd.com

d) The presentation made to Institutional : None has been made during the year ended 31st

Investors or to Analysts March, 2011.

e) Whether Management Discussion and : YesAnalysis Report forms part of theAnnual Report


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Adoption of Quarterly Results Tentative dates

30th June, 201130th September, 201131st December, 201131st March, 2012 (Audited Annual Accounts)

Fourth week of July, 2011Fourth week of October, 2011Fourth week of January, 2012Fourth week of May, 2012


Financial Location Date Time Special SpecialYear Resolution Resolution

passed put throughpostal ballot

2009-10 ‘Shripati Singhania Hall’ 26.07.2010 10.00 A.M. Yes No

Rotary Sadan94/2, Chowringhee RoadKolkata – 700 020

2008-09 ‘Shripati Singhania Hall’ 24.07.2009 9.30 A.M. Yes NoRotary Sadan94/2, Chowringhee RoadKolkata – 700 020

2007-08 ‘Shripati Singhania Hall’ 27.08.2008 10.30 A.M. No NoRotary Sadan94/2, Chowringhee RoadKolkata – 700 020

(I) SHAREHOLDER INFORMATION

a) Annual General Meeting

Date : 26th July, 2011

Time : 10.00 A.M

Venue : ‘Shripati Singhania Hall’Rotary Sadan94/2, Chowringhee RoadKolkata – 700 020

Book Closure Date : 16th July, 2011 to 26th July, 2011Dividend payment date : on or after 2nd August, 2011, if declared at the AGMFinancial Year : 1st April to 31st March

DETAILS OF LAST THREE ANNUAL GENERAL MEETINGS :

(iii) Investors’ Grievance Committee : Investors’ Grievance Committee has been formed,details of which are given in item no.II(C) of thisreport.

(iv) Share Transfer : Power of share transfer has been delegated to theShare Transfer Committee.

(H) CEO AND CFO CERTIFICATION

The Managing Director and the Chief Financial Officer of the Company give certification on financialreporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement.

b) Financial Calendar 2011-12 (Tentative)


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c) Registrars and Share Transfer Agent

C B Management Services (P) Limited

P-22, Bondel Road, Kolkata – 700019

Tel. No. (033) 2280-6692/93/94/2280-2486/4011-6700/6711/6718/6723

Fax No. (033) 2287-0263

E-mail : [email protected]

Website : www.cbmsl.com

d) Investors’ Correspondence

All queries of investors regarding the Company’s shares in Physical / Demat form may be sent to the

Company or to its Registrars and Share Transfer Agent.

e) Listing on Stock Exchanges

Name of the Stock Exchanges in which the equity shares of the Company are currently listed for

trading with stock codes :

Stock Exchange Code of Equity Shares

Bombay Stock Exchange Limited 531091

The Calcutta Stock Exchange Limited 10031023

ISIN No. INE858C01027

f) Shareholding Pattern of the Company as on 31st March, 2011

Category Equity Shares Preference Shares

No. of % of No. of % ofShares held shareholding Shares held shareholding

A. PROMOTERS’ HOLDING

i. NRI Promoters (including OCBs) NIL NIL — —

ii. Indian Promoters, relatives and associates 3824488 71.78 — —

Sub Total 3824488 71.78 — —

B. NON-PROMOTERS’ HOLDING

Institutional Investors –a. Mutual Funds and UTI 54960 1.03 40 0.00

b. Banks, Financial Institutions, Insurance Companies,Central/State Govt. Institutions/Non-GovernmentInstitutions (including Foreign Financial Institutions) 29037 0.55 585 0.06

c. FIIs — — — —

Sub Total 83997 1.58 625 0.06

C. OTHERSa. Corporate bodies 296923 5.57 6239 0.59b. Indian Public 1059064 19.88 993309 94.15c. NRIs/OCBs 49672 0.94 15547 1.47d. Any other - Directors & relatives other than Promoters

- Promoters NIL NIL — —- Foreign Nationals 7590 0.14 39366 3.73- Clearing Member 6089 0.11 — —

Sub Total 1419338 26.64 1054461 99.94

GRAND TOTAL 5327823 100.00 1055086 100.00


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g) Distribution of Shareholding as on 31st March, 2011

Range Equity Shares Preference Shares

Shareholders S h a r e s Shareholders S h a r e s

No. of Shares Number % of Number % of Number % of Number % oftotal total total total

holders shares holders shares

Upto 500 2127 83.05 413183 7.76 25678 100.00 1055086 100.00501 – 1,000 246 9.60 188710 3.54 – – – –

1,001 – 2,000 91 3.55 134207 2.52 – – – –2,001 – 3,000 35 1.37 88960 1.67 – – – –3,001 – 4,000 15 0.59 55112 1.03 – – – –4,001 – 5,000 11 0.43 49570 0.93 – – – –5,001 – 10,000 15 0.59 112053 2.10 – – – –

10,001 and above 21 0.82 4286028 80.45 – – – –

T o t a l 2561 100.00 5327823 100.00 25678 100.00 1055086 100.00

h) Share Transfer System

Share transfers in physical form are registered by the Registrars and Share Transfer Agent and placedbefore the Transfer Committee for approval and certificates are returned to the respective transfereeswithin a period ranging from fifteen days to one month, provided the documents lodged with the Registrarsand Share Transfer Agent / Company are clear in all respects.

i) Dematerialisation of Shares

In order to enable the shareholders to hold their shares in electronic form and to facilitate scripless trading,the Company has enlisted its shares with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL).

Share Dematerialisation records : The following data indicates the extent of Dematerialisation ofCompany’s shares as on 31st March, 2011.

CategoryCategory In NSDL In CDSL Total

Equity Preference Equity Preference Equity Preference

No. of SharesDematerialised 759772 83890 287797 25258 1047569 109148Percentage ofShares 14.26 7.95 5.40 2.39 19.66 10.34

No. of Shareholders 905 1182 488 374 1393 1556

j) Market Price Data ( )

Month Bombay Stock Exchange Ltd.

High Low

April 2010 30.00 20.50May 2010 44.15 24.00June 2010 47.00 24.75July 2010 37.30 31.00August 2010 52.75 29.80September 2010 32.85 29.00October 2010 32.00 27.35November 2010 32.65 24.80December 2010 30.95 21.00January 2011 25.50 18.20February 2011 21.75 16.50March 2011 24.75 18.00



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k) UNCLAIMED DIVIDENDS

Unclaimed dividends, if any, will be transferred by the Company to the Investor Education and ProtectionFund established by the Central Government pursuant to Section 205C of the Companies Act, 1956, forthe years 2003-04, 2004-05, 2005-06, 2006-07, 2007-08 (equity dividend only) and 2008-09 (preferencedividend only) and 2009-10 (both equity and preference dividend) as per applicable provisions of the Act.

Shareholders who have so far not encashed their dividend warrant(s) or have not received the same, arerequested to seek issuance of duplicate warrant(s) by writing to the Company confirming non-encashment/non-receipt of dividend warrant(s).

l) BANK DETAILS

Shareholders holding shares in physical form are requested to notify / send the following to the Companyto render better service :-

i) any change in their address / bank details, and

ii) particulars of their bank account, in case the same have not been sent earlier.

m) DEPOSITORY SERVICES

For guidance on depository services, Shareholders may write to the Company or to the respectiveDepositories :-

National Securities Depository Ltd.4th Floor, A Wing, Trade World,Kamala Mills CompoundSenapati Bapat Marg, Lower ParelMumbai – 400013Telephone : (022) 2499-4200Fax : (022) 2497-6351E-mail : [email protected] : www.nsdl.co.in

Central Depository Services (India) Ltd.Phiroze Jeejeebhoy Towers17th Floor, Dalal StreetMumbai 400001

Telephone : (022) 2272-3333Fax : (022) 2272-3199Website : www.cdslindia.com

Kolkata – 700 016The 20th May, 2011

For and on behalf of the Board

Dipankar ChatterjiChairman


20

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(a) INDUSTRIAL STRUCTURE AND DEVELOPMENT

Although the economy is recovering after a brief spell of recession, there is not much scope of development forcomparatively small NBFCs like ours. There is a change in the credit policy of the Reserve Bank of India andaccordingly NBFCs have lost priority sector tag.

(b) OPPORTUNITIES AND THREATS

Although for big NBFCs there is some opportunities for growth, small NBFCs have to walk on a very tight rope.

(c) PERFORMANCE

During the year under review the Company has been able to generate total income of 246.36 Lacs, as against 343.39 Lacs in the previous year. The Company has however been able to earn profit after tax of 100.83 Lacs.

(d) OUTLOOK

The management feels that to ensure steady flow of fund and maximise profit in the present economic condition,the Company should concentrate on increasing income from rent and interest on loan.

(e) RISK AND CONCERN

Risk is inherent in every business activity. It is more so in case of a Company which is mainly engaged in givingloans and making investments in shares of other bodies corporate. The Company, being an NBFI, its mainbusiness is giving loans and making investments. Owing to its volatile nature, it is almost impossible to predictthe market. As such return from investments in shares is always uncertain.

(f) INTERNAL CONTROL AND SYSTEM ADEQUACY

The Company has adequate internal control system commensurate with the business carried on by the Companyand its size. The Internal Auditors of the Company examine the records of the Company and place their findingsbefore the Board and its Committee every quarter.

(g) CAUTIONARY STATEMENT

Statement in respect of Management Discussion and Analysis is based on market trend and analysis made bythe Company. The actual state of affairs may be different based on future development of market, governmentregulations and policies.

For and on behalf of the BoardKolkata – 700 016 Dipankar ChatterjiThe 20th May, 2011 Chairman

DECLARATION BY THE CEO PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT CONTAININGCORPORATE GOVERNANCE

This is to confirm that the code of conduct for all Board members and senior management personnel of the Companyhas been circulated to the concerned persons of the Company and the Company has received affirmation of compliancewith the code of conduct from the members of the Board of Directors and the senior management personnel of theCompany.

For and on behalf of the BoardKolkata – 700 016 A. K. DabriwalaThe 20th May, 2011 Managing Director

ANNEXURE - II


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AUDITORS’ CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF LISTINGAGREEMENTS

ToThe Members of United Credit Limited

We have examined the compliance of conditions of Corporate Governance by UNITED CREDIT LIMITED (“Company”)for the year ended on 31st March 2011 as stipulated in Clause 49 of the Listing Agreement / (s) of the said Companywith Stock Exchanges in the Republic of India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Ourexamination was carried out in accordance with the Guidance Note on Certification of Corporate Governance [asstipulated in Clause 49 of the Listing Agreement / (s)] issued by The Institute of Chartered Accountants of India andlimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of theCompany.

In our opinion and to the best of our information and according to the explanations given to us and representationsmade by the management, we certify that the Company has complied with the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement / (s).

We state that in respect of investor grievances received during the year ended 31st March 2011, no investor grievanceswere pending for a period exceeding one month against the Company, as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For RAY & RAYChartered Accountants

Firm’s Registration No. 301072EAMITAVA CHOWDHURY

Place : Kolkata PartnerDate : 20th May, 2011 Membership No.56060


22

AUDITORS’ REPORTTO THE MEMBERS OFUNITED CREDIT LIMITED

1. We have audited the attached Balance Sheet of UNITED CREDIT LIMITED (“Company”) asat 31st March 2011, the related Profit & Loss Account and the Cash Flow Statement for theyear ended on that date (hereinafter referred to as “financial statements”), which we havesigned under the reference to this report. These financial statements are the responsibility ofthe Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India.These Standards require that we plan and perform the audit so as to obtain reasonable assuranceas to whether these financial statements are free of any material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order 2003 as amended by the Companies(Auditor’s Report) (Amendment) Order, 2004, (“Order”) issued by the Central Government ofIndia in terms of sub-section (4A) of Section 227 of The Companies Act 1956 of India (the“Act”), and on the basis of such checks as we considered appropriate and according to theinformation and explanations given to us, we enclose in the Annexure a statement on thematters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books;

(iii) These financial statements dealt with by this report are in agreement with the books ofaccount;

(iv) In our opinion, these financial statements dealt with by this report comply with the accountingstandards referred to in Section 211 (3C) of the Act;

(v) On the basis of written representations received from the directors, as on 31st March 2011and taken on record by the Board of Directors, we report that none of the directors isdisqualified as on 31st March 2011 from being appointed as a director in terms of clause(g) of sub-section (1) of Section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given tous the said financial statements together with the notes thereon and attached thereto give,in the prescribed manner, the information required by the Act and give a true and fair viewin conformity with the accounting principles generally accepted in India:


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(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2011;

(b) In the case of the Profit and Loss Account, of the profit for the year ended on thatdate; and

(c) In the case of Cash Flow Statement, of the cash flows for the year ended on thatdate.

5. As required by the Non-Banking Financial Companies Auditor’s Report (Reserve Bank)Directions, 2008, we also state that we have submitted a report addressed to the Board ofDirectors of the Company containing a statement on the matters of supervisory concerns tothe Reserve Bank of India, as specified in the said Directions.


24

ANNEXURE TO THE AUDITORS’ REPORT

[Referred to in paragraph 3 of the Auditors’ Report of even date addressed to the members of

UNITED CREDIT LIMITED on the financial statements for the year ended 31st March 2011]

i. (a) The Company has maintained proper records showing full particulars including quantitative details andsituation of its fixed assets.

(b) The fixed assets, other than those given on lease, were physically verified by the management during theyear, which, in our opinion, is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, a substantial part of fixed assets has not been disposed off by the Company duringthe year.

ii. There being no stock in trade (comprising of investments in shares and merchandise / trading items), reportingrequirements in terms of clause (ii) of the aforesaid Order are not applicable to the Company for the currentyear.

iii. (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other partiescovered in the Register maintained under Section 301 of the Act.

(b) In view of our comments in paragraph iii(a) above, the provisions of clauses (iii)(b), (iii)(c) and (iii)(d) ofparagraph 4 of the aforesaid order are not applicable to the Company.

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other partiescovered in the Register maintained under Section 301 of the Act.

(d) In view of our comments in paragraph (iii)(c) above, clauses (iii)(f), (iii)(g) of paragraph 4 of the aforesaidorder are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is in general an adequateinternal control system commensurate with the size of the Company and the nature of its business with regardto purchase of inventories (shares) / fixed assets and with regard to the sale of shares. Further during the courseof our audit, we have neither come across nor have we been informed of any continuing failure in the aforesaidcontrol systems, to correct major weakness in the internal control system.

v. On the basis of our examination of books of account and according to explanation given to us, the Company hasnot entered into any transaction during the year that need to be entered into the Register maintained underSection 301 of the Act and therefore the clauses (v)(a) and (v)(b) of paragraph 4 of the aforesaid order are notapplicable to the Company.

vi. The Company has not accepted any deposits during the year from the public under Sections 58A and 58AA ofthe Act and the rules framed there under.

vii. In our opinion, the Company’s internal audit system carried out by a firm of accountants is commensurate withthe size and nature of its business.

viii. The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of theCompanies Act, 1956 for the Company

ix. (a) According to the information and explanations given to us and the records of the Company examined byus, in our opinion, the Company is generally regular in depositing the undisputed statutory dues includingProvident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income tax, Salestax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material statutory dues asapplicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined byus, read with Note 3 of Schedule 16 regarding certain demands on Income Tax matters pertaining toAssessment Year 1996-97, there are no dues of Income Tax, Wealth Tax and Customs Duty which have

not been deposited on account of any dispute as at the Balance Sheet date.


25




x. The Company has no accumulated losses and has earned profit during the financial year covered by our reportand had not incurred cash loss in the immediately preceding financial year.

xi. Based on our audit procedure and according to the information and explanations given to us, we are of opinionthat the Company has not defaulted in repayment of dues to any financial institutions, banks and debentureholders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other similar securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions ofclause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xiv. Based on our examination of the records, we are of the opinion that proper records have generally beenmaintained of shares, securities and debentures for transaction and contracts and timely entries have beenmade therein. The Company has held the shares, securities, debentures and other investments in its own name.

xv. The Company has not given any guarantee for the loan taken by others from bank or financial institutions duringthe year.

xvi. According to the information and explanations given to us, the Company has not raised any term loan during theyear.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheetof the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of clause(xviii) of paragraph 4 of the aforesaid order are not applicable to the Company.

xix. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause(xix) of the aforesaid order are not applicable to the Company.

xx. The Company has not raised any money by public issue during the year. Therefore, the provisions of clause(xx) of paragraph 4 of the aforesaid order are not applicable to the Company.

xxi. During the course of our examination of books of account carried out in accordance with Generally AcceptedAuditing Practices, we have neither come across any instance of material fraud on or by the Company, nor havewe been informed of any such case by the Management.


26

BALANCE SHEET AS AT 31ST MARCH, 2011

Schedule Current Year Previous Year

SOURCES OF FUNDS :

1. Shareholders’ Funda) Capital 1 65,481,090 65,481,090b) Reserves and Surplus 2 177,250,656 173,344,864

242,731,746 238,825,9542. Loan Funds Secured Loans 3 58,623 435,962

Total 242,790,369 239,261,916

APPLICATION OF FUNDS :

1. Fixed Assets 4 Gross Block 10,670,510 10,445,104 Less : Depreciation 8,515,972 7,943,146

2,154,538 2,501,958 (Less)/Add : Lease Adjustment Account (689) (1,149)

2,153,849 2,500,809 Less : Provision under RBI Norms 336,033 391,000

Net Block 1,817,816 2,109,809

2. Investments 5 62,577,012 80,378,206

3. Deferred Tax Assets 6 1,718,555 1,955,761

4. Current Assets, Loans and Advances

Sundry Debtors 7 — 98,521 Cash and Bank Balances 8 7,103,697 9,778,561 Loans and Advances 9 186,123,310 166,403,352

193,227,007 176,280,434

Less : Current Liabilities & Provisions

a) Liabilities 10 6,611,980 9,683,075 b) Provisions 11 9,938,041 11,779,219

16,550,021 21,462,294

Net Current Assets 176,676,986 154,818,140

Total 242,790,369 239,261,916

SIGNIFICANT ACCOUNTING POLICIES 15

NOTES TO ACCOUNTS 16

Schedules 1 to 11, 15 & 16 referred to above form an integral part of Balance Sheet.

This is the Balance Sheet referred to in our report of even date.

6, Church LaneKolkata - 700 001Date: 20th May 2011



PartnerMembership Number 56060

Arunabha BiswasVice President and

Company Secretary

On behalf of the Board of DirectorsDipankar Chatterji

A.K. DabriwalaChairman

Mg. Director


27

I N C O M E :

Interest on Loans, Deposits (Gross)(Tax Deducted at source 1,937,656/-;Previous Year 494,296/-) 21,450,626 7,172,875

Lease Rent 31,900 49,900Add/(Less) : Lease Adjustment Account 460 766

32,360 50,666

Dividend from Long Term Investments -Other Than Trade (Gross) 12,401 343,730Income from H.P. Business 3,000 143,531Bad Debts Recovered – 3,220Profit on Sale of Long Term Investments (Non-Trade) - Shares/Units (Net) 292,595 16,034,671Provision for Diminution in the Value of Investment written back – 4,999,999Other Income (Note 9 of Schdule 16) 1,925,603 3,136,585Provision under RBI Norms written back 919,339 2,453,483

24,635,924 34,338,760

E X P E N D I T U R E :

Employees’ Remuneration & Welfare Expenses 12 4,560,990 4,091,689Rent 562,594 611,807Interest 13 46,325 92,757Insurance 214,442 245,920Law Charges 207,793 129,515Other Expenses 14 4,207,655 4,641,685Depreciation 572,826 841,821Debts/Loans & Advances written off (under RBI Norms) (Note 5 of Schedule 16) 1,038,389 3,078,202Provision for Standard Assets under RBI Norms (Note 6 of Schedule 16) 426,934 –

11,837,948 13,733,396

Profit/(Loss) before Tax 12,797,976 20,605,364Less : Provision for M. A. T. 2,600,000 2,700,000

Provision for Deferred Tax 237,206 2,620,980Wealth Tax Assessed (06-07) 8,389 –Income Tax Adjustment (06-07) – 77,791

Add : Excess FBT Provision written-back (08-09) 2,033 519Excess I.Tax Provision written-back (09-10) 106,285 1,020,078Excess Wealth Tax Provision written-back (08-09) 22,000 23,000

Profit/(Loss) after Tax 10,082,699 16,250,190Profit brought forward from previous year 17,823,778 17,454,845

27,906,477 33,705,035

A P P R O P R I A T I O N :Proposed Dividend :Preference Shares 1,318,858 2,074,039Tax on Preference Dividend 213,952 344,472Equity Shares 3,995,867 5,327,823Tax on Equity Dividend 648,230 884,885Transfer to General Reserve 1,500,000 4,000,000Transfer to Reserve Fund as per RBI Norms 2,016,540 3,250,038Balance Carrried Forward to Balance Sheet 18,213,030 17,823,778

27,906,477 33,705,035

Basic and Diluted Earning per Share 1.60 2.60

(in Rupees) Face Value of 10/- (Note 11 of Schedule 16)

SIGNIFICANT ACCOUNTING POLICIES 15NOTES TO ACCOUNTS 16

Schedules 12 to 16 referred to above form an integral part of Profit & Loss Account.This is the Profit and Loss Account referred to in our report of even date.

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

Schedule Current Year Previous Year






Company Secretary



Mg. Director


28

Year ended 31st March

2011 2010

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax & Extraordinary Items 12,797,976 20,605,364

Adjustment forDepreciation 572,826 841,821Loss / (Profit) on Sale of Fixed Assets (Net) – 15,443Loss / (Profit) on Sale of Investments (Net) (292,595) (16,034,671)Discard of Fixed Assets – 23,213Lease Equalisation (460) (766)Provision under RBI Norms Fixed Assets (54,967) (64,301)Provision for Diminution in the value of Investment – (4,999,999)Provision for Standard Assets under RBI Norms 426,934 –Provision for Gratuity 283,200 –Unclaimed Debenture Interest Written Back – (1,363,719)Interest Received (21,450,626) (7,172,875)Dividend Received (12,401) (343,730)Interest Paid 46,325 92,757

Operating profit before Working Capital Changes (7,683,788) (8,401,463)

Adjustment forTrade & Other Receivables (Net of Provisions) (21,223,253) (114,738,387)Inventories – –Trade Payables 145,049 217,292

Cash generated from Operations (28,761,992) (122,922,558)Interest Paid (46,325) (93,621)Direct Taxes (Paid)/Refund [Net] 939,401 (78,332)Interest Received 19,512,970 6,678,579

Cash Flow from Operating Activities (8,355,946) (116,415,932)Extraordinary Items – –Net Cash from Operating Activities (8,355,946) (116,415,932)

B. CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of Investments (5,645,892) (17,432,426)Purchase of Fixed Assets (225,406) (97,386)Dividend Received 12,401 343,730Sale of Fixed Assets – 1,469,071Sale of Investments 23,739,681 134,839,360

Net Cash used for Investing Activities 17,880,784 119,122,349

C. CASH FLOW FROM FINANCING ACTIVITIESRepayment of BorrowingsTerm Loans / Bank Short Term Loan (377,339) (1,003,281)Matured Debentures (4,538,055) (10,780)Dividend Tax Paid (1,229,357) –Dividend Payment (6,054,951) (10,778)Add: Notional (Gain)/Loss on revaluation of Foreign Currency Loan – –

Net Cash used in Financing Activities (12,199,702) (1,024,839)

CASH FLOW STATEMENT


29

Net Increase in Cash & Cash Equivalents (A+B+C) (2,674,864) 1,681,578

Opening Balance of Cash & Cash Equivalents 9,778,561 8,096,983

Closing Balance of Cash & Cash Equivalents 7,103,697 9,778,561

NOTES:

1. The above Cash Flow Statement has been compiled from and is based on the Balance Sheet as at 31st March2011 and the related Profit and Loss Account for the year ended on that date.

2. The above Cash Flow Statement has been prepared under “Indirect Method” as set out in the AccountingStandard (AS) on “Cash Flow Statement”, AS-3 issued by The Institute of Chartered Accountants of India andreallocations required for this purpose are made by the Company.

3. Figures in parenthesis represent outflow.

4. Previous year’s figures have been regrouped, wherever necessary, to conform current year’s presentation.

CASH FLOW STATEMENT (CONTD)

Year ended 31st March

2011 2010

This is the Cash Flow Statement referred to in our report of even date





Arunabha BiswasVice President andCompany Secretary



Mg. Director


30

SCHEDULES TO ACCOUNTS

SCHEDULE - 1

SHARE CAPITAL

Current Year Previous Year

Authorised –

15,000,000 Equity Shares of 10/- each 150,000,000 150,000,000

5,000,000 Preference Shares of 10/- each 50,000,000 50,000,000

200,000,000 200,000,000

Issued –8,334,604 Equity Shares of 10/- each 83,346,040 83,346,040

[Refer NOTE below on conversion of1,055,086 Redeemable Cumulative Preference Shares]

1,055,086 12.5% Redeemable Cumulative Preference 10,550,860 10,550,860Shares of 10/-each

Subscribed and Paid up –

5,327,823 (Previous year 5,327,823) Equity Shares of 10/- eachfully paid up. (1,108,857 & 1,700,280 Equity Shares of 10/-each were issued and allotted to Sharesholders of erstwhileUnited Bank of India Limited and United Credit FinancialServices Limited respectively pursuant to Scheme ofAmalgamation with the Company) 53,278,230 53,278,230

Less: Conversion into Preference Shares – –

53,278,230 53,278,230

Add : Shares Forfeited 1,652,000 1,652,000

1,055,086 (Previous Year 1,055,086) 12.5% RedeemableCumulative Preference Share of 10/- each fully paid up. 10,550,860 10,550,860

65,481,090 65,481,090

NOTE :

Pursuant to Order of the Hon’ble High Court at Calcutta passed on 2nd July 2008, 1,055,08612.5% Redeemable Cumulative Preference Shares of 10/- each were issued and allotted on4th September 2008 by way of conversion of equal number of Equity Shares of 10/- each.These Preference Shares are redeemable at a premium of 50% at the end of five years fromthe date of issue or earlier at the option of the Company.

SCHEDULE - 2

RESERVES & SURPLUS

Capital Reserve –As per last Account 311,487 311,487

Capital Redemption Reserve –As per last Account 14,887,890 14,887,890

Share Premium Account -As per last Account 44,627,322 44,627,322

Reserve Fund as per RBI Norms -As per last Account 13,575,428 10,325,390Add: Transfer from Profit & Loss A/c 2,016,540 3,250,038

15,591,968 13,575,428General Reserve - (Note 2 of Schedule 16)

As per last Account 82,118,959 78,118,959Add: Transfer from Profit & Loss A/c 1,500,000 4,000,000

83,618,959 82,118,959Profit & Loss Account - As per annexed Account 18,213,030 17,823,778

177,250,656 173,344,864SCHEDULE - 3

SECURED LOANS

Auto (Cars) Loans from Banks (secured against hypothecation of cars) 58,623 435,962

58,623 435,962

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Gross Block (At Cost) Depreciation Net Block

Particulars Cost upto Additions Sold/Discarded Total Cost Upto 31st Provided On Assets Total upto Lease adjustment as at 31st as at 31st31st March, during the during the upto 31st March, March, for the year sold/ 31st March, Account as at March, 2011 March, 2010

2010 year year 2011 2010 discarded 2011 31.03.2011

Own Assets

Furniture & Fixture 2,753,416 197,382 – 2,950,798 2,103,164 134,088 – 2,237,252 – 713,546 650,252

Office Equipment 419,436 21,823 – 441,259 254,621 30,835 – 285,456 – 155,803 164,815

Computer & Accessories 738,875 6,201 – 745,076 660,443 37,573 – 698,016 – 47,060 78,432

Motor Car 2,723,868 – – 2,723,868 1,507,558 314,903 – 1,822,461 – 901,407 1,216,310

Sub-Total (A) 6,635,595 225,406 – 6,861,001 4,525,786 517,399 – 5,043,185 – 1,817,816 2,109,809

Assets relating toLease Business

Equipment 2,376,144 – – 2,376,144 1,987,368 54,078 – 2,041,446 – 3 34,698 388,776

Heavy Vehicles 1,433,365 – – 1,433,365 1,429,992 1,349 – 1,431,341 689 1,335 2,224

Sub-Total (B) 3,809,509 – – 3,809,509 3,417,360 55,427 – 3,472,787 689 336,033 391,000

Grand Total (A+B) 10,445,104 225,406 – 10,670,510 7,943,146 572,826 – 8,515,972 689 2,153,849 2,500,809

Figures for theprevious Year 15,784,410 97,386 5,436,692 10,445,104 11,030,290 841,821 3,928,965 7,943,146 1,149 2,500,809

SCHEDULES TO ACCOUNTS (CONTD)

SCHEDULE - 4

FIXED ASSETS


32

SCHEDULE -5

INVESTMENTS (*)



Face No. of No. ofValue Shares Value Shares Value

A. [OTHER THAN TRADE - LONG TERM (At Cost)]

(1) FULLY PAID-UP EQUITY SHARES (QUOTED)

Electro Steel Castings Ltd. 1 – – 40,000 1,950,343Nectar Life Sciences Ltd. 1 – – 25,000 1,046,145Usher Agro Ltd. 10 – – 10,000 478,688Birla Power Solutions Ltd. 1 64,800 125,982 – –

125,982 3,475,176

(2) FULLY PAID-UP EQUITY SHARES (UNQUOTED)

Calcutta Metropolitan Group Ltd. 10 3 30 3 30Sky B (Bangla) Pvt. Ltd. 10 10,000 100,000 10,000 100,000Garry Supply Pvt. Ltd. 10 – – 100,000 1,000,000Business India Publications Ltd. 10 50,000 2,750,000 50,000 2,750,000United Nanotech Products Ltd. (**) 10 750,100 7,501,000 750,100 7,501,000The Calcutta Stock Exchange Association Ltd. 1 – – 6,726 13,452,000

10,351,030 24,803,030

B) OTHER INVESTMENT

FULLY PAID-UP CUMULATIVE REDEEMABLE

PREFERENCE SHARES (UNQUOTED)

8% United Nanotech Products Ltd. 10 5,210,000 52,100,000 5,210,000 52,100,000

52,100,000 52,100,000

Total 62,577,012 80,378,206

Current year Previous year

Book Market Book MarketValue Value Value Value

QUOTED : 125,982 65,448 3,475,176 3,539,250

UNQUOTED : 62,451,030 – 76,903,030 –

Grand Total 62,577,012 80,378,206

(*) Refer Note 5 of Schedule 15.

(**) 250,000 Shares of United Nanotech Products Ltd have been pledged on Collateral Security with Technology DevelopmentBoard, New Delhi.

The following shares were purchased and sold during the year:-Purchased Cost Value Sale Value

Name (Qty) ( ) ( )

BF Utilities Ltd. 500 522643 520857Binani Cements Ltd. 10000 1035230 918060CEAT Ltd. 10000 1355495 1522990Delta Corporation Ltd. 3000 108112 123756Roman Tarmat Ltd. 1000 54716 62472S B & T International Ltd. 5000 63350 62716Techno Craft (I) Ltd. 2000 108419 123484Voltamp Transformers Ltd. 500 512036 388541Zensar Technologies Ltd. 10000 1759909 1681730

5519910 5404606


33


Current Year Previous YearSCHEDULE - 6

DEFERRED TAX

Deferred Tax Liabilities

Lease Adjustment – –

– –Deferred Tax AssetsLease Adjustment 229 391

Provision for Leave Encashment 149,811 144,797

Provision for Doubtful Debts and Advances – 293,800

Provision for Standard Assets (as per RBI Norms) 141,817 –

Provision for Gratuity 94,072 –

Provision for Fixed Assets (under RBI Norms) 111,622 132,901Depreciation 1,221,004 1,383,872

1,718,555 1,955,761

Deferred Tax Assets 1,718,555 1,955,761

SCHEDULE - 7

SUNDRY DEBTORS (Unsecured)

i) Lease – 200ii) Hire Purchase – 365,465iii) Merchandise/Trading – 30,521

– 396,186Less : Provision – 297,665

– 98,521

PARTICULARS OF DEBTORS

Over Six Months - Considered Good – 98,521

Considered Doubtful – 297,665

– 396,186Less than Six Months - Considered Good – –

– 396,186Less : Provision – 297,665

– 98,521

SCHEDULE - 8

CASH & BANK BALANCES

Cash-in-hand - As Certified by Management 7,691 23,234

Cheque in Hand 29,670 454,516

Balances with Scheduled Banks on -

- Current Accounts 1,764,894 5,346,280

- Dividend Accounts 5,301,442 3,954,531

7,103,697 9,778,561


34


SCHEDULE - 9

LOANS & ADVANCES

i) Secured Loans including interest accrued(secured by hypothecation & mortgage ofassets etc)

Considered Good – 85,847Considered Doubtful – 566,707

— 652,554ii) Unsecured Loans including interest accrued

Considered Good 170,773,591 150,750,624iii) Advances recoverable in cash or in kind or

for value to be received - Unsecured Considered Good(Note 8 of Schedule 16) 2,481,794 718,960

iv) Advance Tax including Tax deducted at source 9,022,084 10,620,900

v) Fringe Benefit Tax - net of Provision of NIL – 3,000(Previous Year NIL)

vi) Deposits (Unsecured considered good) 3,845,841 4,224,021

186,123,310 166,970,059

Less : Provision – 566,707

186,123,310 166,403,352


SCHEDULE - 10

CURRENT LIABILITIES

Sundry Creditors (Note 17 of Schedule 16)

i) Total outstanding dues to Micro Enterprises & Small Enterprises – –(as certified by the Management)

ii) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises. 826,446 471,206

Other Liabilities 990 236,181Unclaimed Dividend 5,301,442 3,954,531Unclaimed Debentures – 4,538,055Security Deposit 483,102 483,102

6,611,980 9,683,075

SCHEDULE - 11

PROVISIONS

For Proposed DividendPreference Shares 1,318,858 2,074,039Equity Shares 3,995,867 5,327,823

For Tax on DividendPreference Shares 213,952 344,472Equity Shares 648,230 884,885

For Leave Encashment 451,000 426,000For Taxation 2,600,000 2,700,000For Wealth Tax – 22,000Contingent Provisions against Standard Assets 426,934 –For Gratuity Fund 283,200 –

9,938,041 11,779,219


35

SCHEDULE - 12

EMPLOYEES’ REMUNERATION & WELFARE EXPENCES

Salaries, Wages & Bonus (Note 16 of Schedule 16) 3,253,993 3,143,555

Company’s Contribution to Provident Fund 328,511 315,746

Staff Welfare Expense 518,283 457,361

Company’s Contribution to Gratuity Fund &

Superannuation Fund (Note 16 of Schedule 16) 177,003 175,027

Gratuity Provision (Note 16 of Schedule 16) 283,200 –

4,560,990 4,091,689



SCHEDULE - 13

I N T E R E S T

On Auto (Cars) Loan 22,581 92,588

On F.B.T. (F.Y. 2008-09) 1,332 –

On Wealth Tax (F.Y. 2006-07) 1,761 –

On Income Tax (MAT) (F.Y. 2009-10) 11,867 –On Service Tax 8,784 –

On F.B.T. (F.Y. 2007-08) – 169

46,325 92,757

SCHEDULE - 14

OTHER EXPENSES

Printing & Stationery 154,619 184,904Postage, Telephone & Telegram 464,734 431,150Electric Charges 289,713 280,526Travelling & Conveyance 756,968 676,223Advertisement 99,660 110,251Auditors’ Remuneration

Statutory Audit 100,000 100,000Tax Audit 5,000 5,000Limited Review 40,000 50,000Certification Work 20,000 13,000Expenses - Service Tax 16,824 17,304

181,824Car Expenses 653,817 744,679Rates & Taxes 22,672 24,922Maintenance & Repairs - Others 81,163 194,663Sales Promotion 221,105 177,420Portfolio Management Fees – 23,232Computer Expenses 63,149 70,191Directors’ Fees 121,500 144,500Professional Fees 273,673 427,080Bank Charges 12,271 9,687Service Charges 368,427 434,903Loss on Sale of Fixed Assets – 15,443Miscellaneous Expenses 442,360 506,607

4,207,655 4,641,685


36

SCHEUDLE - 15SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation of Financial Statements:The Financial Statements have been prepared on accrual basis of accounting, under the historical cost conventionand in accordance with the accounting principles generally accepted in India and comply in all material aspectsin respect with the Notified Accounting Standards by Companies Accounting Standard Rules, 2006 and therelevant provisions of the Companies Act, 1956.

2. Use of Estimates:The preparation of financial statements in conformity with generally accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent liabilities as at date of financial statements and the reported amounts of revenue and expensesduring the reporting period. Actual results could differ from these estimates. Any revision to accounting estimatesis recognised in the period in which the results are known / materialised.

3. Fixed Assets:Fixed Assets including assets given on finance lease are stated at cost less depreciation. Cost includes taxes,freight and other incidental expenses related to acquisition and installation of the said assets.

4. Depreciation:Depreciation on fixed assets including assets given on finance lease is provided on Written Down Value Methodat the specified rates prescribed in Schedule XIV of the Companies Act, 1956.

5. Investments:Investments held by the Company are long term in nature and are stated at cost. Diminution, if any, of permanentnature are provided for.

6. Stock-in-Shares/Merchandise:

i) Stock-in-shares held for trading purposes are valued at cost or market value/break-up value whichever islower on individual basis.

ii) Stock of merchandise are valued at lower of cost or market price.

7. Stock on Hire:

i) Stock on Hire under hire purchase agreement are valued at agreement value less instalments received/receivable.

ii) Repossessed Stock are valued at cost less capital repayment upto the date of repossession.

8. Foreign Exchange Transactions:Payments made in foreign currency are converted at the applicable exchange rate prevailing on the date ofremittance. Liability on account of foreign currency is converted at the exchange rate prevailing as at the end ofthe year except in case of subsequent payments where liability is provided at actuals. Gain/Loss arising out offluctuation in exchange rate is adjusted in the revenue account.

9. Employee Benefits:Short Term Employee Benefit is recognised as an expense in the Profit and Loss Account of the year in whichrelated service is rendered.

Post employment and other Long Term Employee Benefits are provided for in the Accounts in the followingmanner:

i) Gratuity – Maintained as a defined benefit retirement plan and contribution is made to the Life InsuranceCorporation of India, as per Company’s Scheme. Provision / write back, if any, is made on the basis of thepresent value of the liability as at the Balance Sheet date determined by actuarial valuation followingProjected Unit Credit Method and is treated as liability.



37

ii) Leave encashment on termination of service – As per actuarial valuation as at the Balance Sheet datefollowing Projected Unit Credit Method.

iii) Provident Fund – Provident Fund for most of the employees is a Defined Contribution Scheme, where thecontribution is made to a Fund administered by the Government Provident Fund Authority.

10. Taxes on Income:Income Tax expense comprises of current tax and deferred charge or credit. Current tax is determined as theamount of tax payable in respect of taxable income for the year.

Deferred tax expense or benefit is recognised on timing differences being the difference between the taxableincome and accounting income that originate in one period and are capable of reversal in one or more subsequentperiods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enactedor substantively enacted by the Balance Sheet date.

In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only tothe extent that there is virtual certainty that sufficient taxable income will be available in future to realize suchassets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certaintythat sufficient future taxable income will be available to realise these assets.

11. Recognition of Income:

a) Income from Leases: For assets given on lease upto 31.3.2001 lease rentals are chargedas and when they become accrued and are accounted for accordingly.

b) Income from Hire Purchase: Income by way of finance charges is arrived at by amortising theinstalments containing the financial charges based on Capital RecoveryMethod.

c) Interest on Loan is accounted for on accrual basis, whereas dividend is recognised when the right to receiveis established.

12. Prudential Norms:The Company has followed the prudential norms for income recognition and provisioning against non-performingassets and standard assets as prescribed by the Reserve Bank of India for Non-Banking Financial Companies.

13. Prior period adjustments, extra-ordinary items and changes in Accounting Policy:Prior period adjustments, extra-ordinary items and changes in accounting policies having material impact on thefinancial affairs of the Company are disclosed.

14. Provision, Contingent Liabilities and Assets:Provisions are recognised when the Company has legal and constructive obligation as a result of a past event,for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount ofthe obligation. Contingent liabilities are disclosed when the Company has a possible obligation or a presentobligation and it is probable that a cash outflow will not be required to settle the obligation. Contingent assets areneither recognised nor disclosed in the financial statements.

SCHEDULE – 16NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011

1. Accounting of Assets given on finance lease upto 31st March 2001 has been made as per earlier Guidance Noteon Accounting for leases issued by The Institute of Chartered Accountants of India.

2. General Reserve includes Revenue Reserve of 17,871,849/- being difference between assets and liabilitiestaken over after adjustment of consideration money in terms of Scheme of Amalgamation of United CreditFinancial Services Limited.



38


Current Year Previous year

Rent 1,386,572 1,014,016Interest on Income/Other Tax Refund 162,737 225,317Debenture Interest written back – 1,363,719Others 376,294 533,533

1,925,603 3,136,585

10. Directors’ Remuneration:Managing Director Current Year Previous year

Salary & Allowances 879.000 843,000Monetary Value of other benefits 5,634 7,227Contribution to Provident Fund 87,900 84,300

972,534 934,527Sitting fees paid to other Directors 121,500 144,500

1,094,034 1,079,027

SCHEDULE 16 (CONTD)

3. Contingent liabilities not provided for in respect of:Income tax demand for the Assessment Year 1996-97 amounting to 6,900,919/- (Previous year

6,900,919/-) including Interest of 1,031,539/- calculated upto July 2008 against which the Company had filedan application under Section 260A of the Income Tax Act before the Hon’ble High Court at Kolkata. However asum of 6,900,919/- (Previous year 6,900,919/-) had been paid under protest which has been shown underLoans and Advances.

4. In respect of certain parties where suits have been filed and settlements made, interest has been calculated uptothe date of filing suits/settlements. Amount so received taken into accounts on Cash Basis.

5. The Company has followed the prudential norms prescribed by the Reserve Bank of India in respect of incomerecognition and provision for non performing assets and accordingly during the year provision of NIL (Previousyear NIL) has been made and a sum of 1,038,389/- (Previous year 3,078,202/-) has been written off.

6. In order to comply with the Notification No.DNBS/223/CGM(US)-2011 dated 17/01/2011 issued by Reserve Bankof India, the Company has made provision of 426,934/- for Standard Assets at 0.25% of outstanding amount.The said provision has been separately shown as “Contingent Provisions against Standard Assets” under thehead “Provisions” in the Balance Sheet.

7. Pursuant to Section 205C(2)(d) of the Companies Act, 1956, the Company has transferred an amount of 4,538,055/- (Previous year NIL) on account of Unclaimed Matured Debentures to Investors Education and

Protection Fund established u/s 205C(1) of the Companies Act, 1956 during the year.

8. The Company had submitted its bid during the current financial year to Industrial Investment Bank of India Ltd(IIBI) for purchase of non performing assets pertaining to India Jute and Industries Ltd. The Company had beendeclared the successful bidder for the same by IIBI vide its letter no.IIBI/HO/275/2011 dated 3rd February 2011.Out of total approved bid money of 2,856,000/-, 2,142,000/- has been paid by the Company to IIBI as advancetowards such purchase. The execution of assignment agreement in respect of this purchase is in process,pending completion of execution of assignment agreement. The amount paid to IIBI has been shown underLoans and Advances in Schedule 9.

9. The break-up of other income is as follows :


39

11. Earnings per share:March 31, 2011 March 31, 2010

Profit computation for both Basic andDiluted earnings per share of

10/- each

Net Profit/(Loss) after taxation as perProfit & Loss Account 10,082,699 16,250,190

Less. Preference Dividend 1,318,858 2,074,039

Less : Tax on Preference Dividend 213,952 344,472

Profit availabe for Equity Shareholders 8,549,889 13,831,679

Weighted average number of Equity sharesOutstanding 5,327,823 5,327,823

Basic and diluted earnings per share in rupeesof face value 10/- 1.60 2.60


Sl. No. Name Relation

Key Management Person

1 Sri A K Dabriwala Managing Director

Others

1. Dabriwala Banijya Udyog Limited Enterprise in which KeyManagement Personnelhas significant influence

b) During the financial year, the Company has entered into following transactions with the following relatedparties:

SCHEDULE 16 (CONTD)

1 The name of the transacting related party Dabriwala Banijya Udyog Limited

2 Relationship between the parties Common Director

3 Nature of transaction Rent Income(Service Rendered)

4 Volume of the transactions 11,000/-

5 i) The amounts of outstanding at the balance NILsheet date

ii) Provisions for doubtful debts due fromsuch parties at that date NIL

6 Amounts written off or written back in the periodin respect of debts due. NIL

13. Related Party Transactions:

a) List of Related Parties:

12. The Company is predominantly engaged in Non-banking Financial Activities and trading/dealing in sharesand therefore Segment Reporting as envisaged in Accounting Standard (AS-17) on Segment Reporting isnot applicable.


40

14. Expenditure incurred in Foreign Currency on account of:

Current Year Previous year

i) Value of Imports calculated onC.I.F. basis — —

ii) Travelling 235,913 NIL

15. As required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions, 2007, the schedule to the Balance Sheet is appended.

16. Employee Benefits:

(a) Defined Benefit Plans / Long term Compensated Absences as on 31st March 2011 as per Actuarial Valuationsusing Projected Unit Credit Method and recognised in the financial statements in respect of EmployeeBenefit Schemes.


SCHEDULE 16 (CONTD)

1 Current Service Cost 0.20 0.42 0.73

2 Interest Cost 0.35 0.33 1.18

3 Employee Contributions - - -

4 Expected return on plan assets - - (1.18)

5 Net Actuarial (Gains) / Losses 0.27 0.08 0.67

6 Past Service Cost - - -

7 Settlement Cost - - -

8 Total Expenses 0.82 0.83 1.40

The Gratuity Expenses have been recognised in

‘Contribution to Gratuity Fund’ and Leave Encashment

in “Salaries/Wages and Bonus” under Schedule 12

II Net Assets/(Liability) recognised in the BalanceSheet as at 31st March 2011

1 Present value of Defined Benefit Obligation 4.51 4.26 15.79

2 Fair Value of Plan Assets - - 12.96

3 Funded status of assets (4.51) (4.26) (2.83)

4 Net asset/(liability) (4.51) (4.26) (2.83)

III Change in Obligation during the year ended31st March 2011

1 Present value of Defined Benefit Obligationat beginning of the year 4.26 4.62 14.70

2 Current Service Cost 0.20 0.42 0.73

3 Interest Cost 0.35 0.33 1.18

4 Settlement Cost - - -

5 Past Service Cost - - -

6 Employee Contributions - - -

7 Actuarial (Gains)/Losses 0.27 0.08 0.67

8 Benefits Paid (0.57) (1.19) (1.49)

9 Present value of Defined Benefit Obligationat the end of the year 4.51 4.26 15.79

Leave Encashmentin Lakhs

Gratuity in Lakhs

CurrentYear

PreviousYear

I Expenses recognised in the Statement of Profit & Loss for the year ended 31st March, 2011


41


17. There are no reported micro, small and medium enterprises as defined in “The Micro Small and MediumEnterprise Development Act, 2006” to which the Company owes dues and as such the disclosure requirementsunder Section 22 of the said Act have not been made.

18. Provision for Minimum Alternative Tax for the current year has been made in view of Inadequate Tax under otherprovisions of the Income Tax Act, 1961.

19. The Previous year’s figures have been regrouped, recast and rearranged wherever necessary to make itcomparable with the current year figures.

20. INFORMATION PURSUANT TO THE PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956.

SCHEDULE 16 (CONTD)

IV Change in Assets during the Year ended

31st March 2011

1 Fair Value of Plan assets at the beginning of the year - - 12.77

2 Assets acquired on amalgamation in previous year - - -

3 Settlements - - -

4 Expected return on plan assets - - 1.18

5 Contributions by Employer 0.57 1.19 0.50

6 Actual benefits paid (0.57) (1.19) (1.49)

7 Actuarial Gains / (Losses) - - -

8 Fair Value of Plan assets at the end of the year - - 12.96

9 Actual return on plan assets - - -

V Actuarial Assumptions: As at 31/03/2011 As at 31/03/2011

1 Discount Rate 8.25% p.a.compounded 8.00% p.a. compounded

2 Mortality pre-retirement/post-retirement Standard Table LIC Standard Table LIC(1994-96) Ultimate (1994-96) Ultimate

3 Rate of increase in salaries 5.00% 5.00%

4 Expected Average remaining working livesof employees (years) 7.33 –

5 Apart from the above the estimates of future salary increases considered in actuarial valuation take account ofinflation, seniority, promotion & other relevant factors such as supply & demand in the employment market.

Balance Sheet abstract and Company’s general business profile.i) Registration Details

Registration No. L65993 WB 1970 PLC 027781State Code 21Balance Sheet Date 31st March 2011

ii) Capital Raised during the year (Amount in Thousand)Public Issue NILRights Issue NILBonus Issue NILPrivate Placement NIL

iii) Position of Mobilisation and Deployment of Funds (Amount in Thousand)

Total Liabilities 259,340

Total Assets 259,340


42

21. Particulars in respect of certain details as required in terms of Paragraph 13 of Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

in Lakhs

Particulars As on 31.03.2011

(1) Loans and advances availed by the Non-Banking Financial Amount AmountCompany inclusive of interest accrued thereon but not paid: Outstanding Overdue

(a) Debentures : Secured NIL NIL: Unsecured NIL NIL

(other than falling within themeaning of public deposit*)

(b) Deferred credits NIL NIL(c) Term Loans NIL NIL(d) Inter-corporate loans and borrowing NIL NIL(e) Commercial Paper NIL NIL(f) Other Loans (specify nature) Car Loans 0.59 NIL(*) Please see Note 1 below

Liabilities side


SCHEDULE 16 (CONTD)

Sources of Funds:Paid-up Capital 65,481Reserves & Surplus 177,250Secured Loans 59Unsecured Loans –

Application of Funds:Net Fixed Assets 1,818Investments 62,577Net Current Assets 176,677Misc. Expenditure –Deferred Tax 1,718

iv) Performance of Company (Amount in Thousand)Turnover including other income 24,636Total Expenditure 11,838Profit (+)/Loss(-) before Tax 12,798Profit (+)/Loss(-) after Tax 10,083

(considering Deferred Tax Assets)Basic & Diluted Earning Per Equity Share

(considering Deferred Tax Assets) in 1.60Dividend Rate (%)a) on Preference Shares 12.50%b) on Equity Shares 7.50%

v) Generic Name of the Three Principal Products/Service of the Company.(As per Monetary Terms)Product Description ITC Code No.Lease Financing Not ApplicableH. P. Financing Not ApplicableLoan Not Applicable


43

SCHEDULE 16 (CONTD)


in Lakhs


Assets side: Amount Outstanding

(2) Break-up of Loans and Advances including bills receivables[other than those included in (4) below]:

(a) Secured NIL(b) Unsecured 1771.01

(3) Break-up of Leased Assets and stock on hire and otherassets counting towards AFC activities:

(i) Lease assets including lease rentals under Sundry Debtors:(a) Financial Lease NIL(b) Operating Lease NIL

(ii) Stock on hire including hire charges under Sundry Debtors :(a) Assets on hire NIL(b) Repossessed Assets NIL

(iii) Other loans counting towards AFC activities(a) Loans where assets have been repossessed NIL(b) Loans other than (a) above NIL

(4) Break-up of Investments

Current Investments:

1. Quoted:

(i) Shares : (a) Equity NIL

: (b) Preference NIL

(ii) Debenture and Bonds NIL

(iii) Units of mutual funds NIL

(iv) Government Securities NIL

(v) Others (please specify) NIL

2. Unquoted:

(i) Shares : (a) Equity NIL






Long-Term Investments:

1. Quoted:

(i) Shares : (a) Equity 1.26







44

Market Value/ Book ValueCategory Break up or fair (Net of

value or NAV Provisions)

1. Related Parties **

(a) Subsidiaries NIL NIL

(b) Companies in the same group 596.01 596.01

(c) Other related parties NIL NIL

2. Other than related parties 20.12 29.76

Total 616.13 625.77

(6) Investor group-wise classification of all investments (current and long term) in shares and securities(both quoted and unquoted):Please see Note 3 below

** As per Accounting Standard of ICAI (please see Note 3)

in Lakhs


(5) Borrower group-wise clarification of Assets financed as in (2) and (3) above:Please see Note 2 below

SCHEDULE 16 (CONTD)


Category Amount net of provisions

Secured Unsecured Total

1. Related Parties **

(a) Subsidiaries NIL NIL NIL

(b) Companies in the same group NIL NIL NIL

(c) Other related parties NIL NIL NIL

2. Other than related parties NIL 1771.01 1771.01

Total NIL 1771.01 1771.01

2. Unquoted:

(i) Shares : (a) Equity 103.51

: (b) Preference 521.00






45

SCHEDULE 16 (CONTD)


Particulars Amount

(i) Gross Non-performing Assets

(a) Related Parties NIL

(b) Other than related parties 3.36

(ii) Net Non-performing Assets

(a) Related Parties NIL

(b) Other than related parties NIL

(iii) Assets acquired in satisfaction of debt NIL

(7) Other Information

Notes:-

1. As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits(Reserve Banks) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation ofinvestments and other assets as also assets acquired in satisfaction of debt. However, market value inrespect of quoted investments and break up/fair value/NAV in respect of unquoted investments should bedisclosed irrespective of whether they are classified as long-term or current in (4) above.

Signatures to Schedules 1 to 16

in Lakhs






Company Secretary



Mg. Director


46Enclo : Xerox of the Bank’s Cheque leaf

C B Management Services (P) LimitedUnit – UNITED CREDIT LIMITEDP-22, Bondel RoadKolkata-700 019

Dear Sirs,

Payment of Dividend through NECS

I hereby give my mandate to credit Dividend on the shares held by me directly to my Bank Account through

National Electronic Clearing Services (NECS). The details of my Bank Account are given below :

Dated :

Place :

(PLEASE USE CAPITAL LETTERS)

Folio No. ............................. No. of Shares .......................................

Name of the first/sole Shareholder :

Name of the Bank :

Branch and Full Address :

Account Type (Savings/ Current /Cash Credit) :

Account Number :(as appearing on the cheque book)

Ledger Folio No. (if any, as appearing on thecheque book)

9 digit Code Number of the Bank and Branch(appearing on the MICR cheque issued by theBank) :

I hereby declare that the particulars furnished above are correct and complete. If any transaction is delayed or noteffected at all for reasons of incompleteness or incorrectness of information provided as above or any error madeby the Bank(s), the Company will not be held responsible. I hereby undertake to inform the Company immediatelyany change in my Bank/Branch and account number.

Signature of First/Sole Shareholder( )

✄

ANNEXURE - 1


47

UNITED CREDIT LIMITEDRegistered Office : 27B, Camac Street (8th floor)

Kolkata - 700 016

PROXY FORM

I/We ............................................................ of.......................................................................

................................................................being member/s of United Credit Limited hereby

appoint ................................................of .............................................................

or failing him ............................................ of ................................................................

.................................................................................as my/our proxy to vote for me/us

and on my/our behalf at the 40th Annual General Meeting of the Company to be held

on Tuesday, the 26th July, 2011 and at any adjournment thereof.

As witness my/our hand(s) this ............................. day of ........................................2011

Signed by the said ............................................................................................................

Account No. .....................................................................................................................

DP / Client ID. ..................................................................................................................

No. of Shares held ................................................................................................................

NOTE : The proxy must be returned so as to reach the Registered Office of the Companynot less than 48 hours before the time for holding the aforesaid Meeting.

UNITED CREDIT LIMITED

ATTENDANCE SLIP

Please complete this attendance slip andhand it over at the entrance of the hall

MEMBERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUAL REPORT ALONG WITH THEM TO THE GENERALMEETING, AS EXTRA COPIES OF THE REPORT FOR DISTRIBUTION AT THE MEETING HAVE NOT BEEN PRINTED DUETO HIGH COST OF PRINTING.

I hereby record my presence at the 40th Annual General Meeting of the Company held onTuesday the 26th July, 2011.

Full name of the shareholder in Block Letters .....................................................................................

Account / Folio No. ................................................

DP / Client ID. .........................................................

No. of Shares held ............................................... (Signature of the Shareholder/Proxy)

�

Affix Re. 1/-RevenueStamp


48

BOOK - POST / COURIER

If undelivered, please return to :

United Credit Limited27B, Camac Street, 8th FloorKolkata - 700 016

Ro

hini

Prin

ters

: ✆

22

65-5

983/

2227

-651

0

statement of accounts - bombay stock exchange · 2011. 8. 29. · united credit limited 2 contents...

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